SEC Form PRE 14A filed by Invesco Ltd

About Invesco

At Invesco, we seek to drive sustainable profitable growth by delivering capabilities that build enduring relationships and create better outcomes for our clients. We believe we have an advantageous position globally as a diversified, client-centric asset manager and a strategy to deliver for our shareholders. The firm’s strategic priorities are aligned with four key long-term themes that are designed to sharpen our focus on clients’ needs, further strengthen our business over time and help ensure our long-term success:

Invesco was founded

in and headquartered

in Atlanta, Georgia

in assets under management

inclusive of both retail and

institutional investors

Approximately

7,500¹

employees to better

serve our clients

120+

countries where we

service our clients

20+

countries where we

are on the ground to

leverage local presence

Deliver the excellence our clients expect

Grow high demand investment offerings

Create an environment where talented people thrive

Act like owners for all stakeholders

1. Data as of December 31, 2025.

DATE

Thursday

May 21, 2026

TIME

11:30 a.m.

Eastern Time

PLACE

Virtual Meeting www.meetnow.global/ MMQAAHL

For details on how to participate in the virtual meeting, see “How do I attend the Annual General Meeting” on page 89.

RECORD DATE

March 16, 2026

Voting methods

 Visit the web site

 listed on your Notice

 Call the telephone

 number listed on

 your Notice

Sign, date and

return a requested

proxy card

  Attend the virtual

  Annual General

  Meeting

Who can vote

Only holders of record of Invesco Ltd. common shares on March 16, 2026 are entitled to notice of, to attend and vote at the Annual General Meeting and any adjournment or postponement thereof. Beginning on April [.], 2026, we mailed a Notice of Internet Availability of Proxy Materials (“Notice”) containing instructions on how to access this Proxy Statement and our Annual Report via the Internet to eligible shareholders.

During the Annual General Meeting, the audited consolidated financial statements for the year ended December 31, 2025 of the company will be presented.

Jeffrey H. Kupor

Company Secretary

April [.], 2026

Board voting

recommendation

To elect eleven (11) directors to the Board of Directors to hold office until the annual general meeting of shareholders in 2027

To hold an advisory vote to approve the compensation paid to our named executive officers

To appoint PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for the year ending December 31, 2026

To amend the company’s Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director with or without cause.

To consider and act upon such other business as may properly come before the meeting or any adjournment thereof

G. Richard Wagoner, Jr.

has served as Chair of our

Board since 2019 and as a

non-executive director of our

company since 2013

Dear Fellow Shareholder,

The Invesco Ltd. Board of Directors recognizes the trust you place in us as stewards of your investment in the company. The Board remains focused on overseeing management’s execution of the firm’s long-term strategy to deliver strong outcomes for our clients, favorable returns for our shareholders, a positive workplace environment for our employees, and the long-term success of the business.

Throughout 2025, the Board worked closely with management to provide active oversight as Invesco took meaningful actions to advance its strategic priorities amid ongoing change across the global asset management industry. We were encouraged by the firm’s disciplined execution, continued refinement of its operating model, significant strengthening of the balance sheet, and focus on simplifying the organization while investing in areas of highest client demand. These efforts contributed to further strengthening Invesco’s operating and financial profile, enhancing client outcomes, and supporting a culture in which employees can thrive.

The Board remains confident in Invesco’s strategy, leadership team, and diversified global platform. We believe the firm is well positioned to navigate evolving market conditions and capitalize on long-term opportunities across public and private markets, geographies, and distribution channels. As we look ahead to 2026, the Board will continue to prioritize strong governance, thoughtful capital allocation, and effective risk oversight as Invesco builds on the progress achieved and focuses on sustained value creation for all stakeholders.

On behalf of the Invesco Board of Directors, thank you for your continued support.

Sincerely,

G. Richard Wagoner, Jr.

Chair

Andrew Schlossberg

has been President and Chief

Executive Officer of our

company and a director

since 2023

We continued to strengthen our balance sheet, which allowed us to accelerate investment in the growth of our business and increased our capacity to return capital to shareholders. We continued to streamline the business and reallocate resources toward high-opportunity areas, including the sale of intelliflo and the establishment of a joint venture in India to support long-term growth opportunities. We also accelerated the transformation of our investment platform by moving to a hybrid approach, which will integrate the strengths of Alpha and Aladdin. When completed, this will simplify our investment infrastructure, improve efficiency and enhance performance delivery. In addition, the modernization of the Invesco QQQ Trust converted over $400 billion of AUM into long-term revenue-earning AUM while lowering fees for shareholders.

All AUM numbers and other data included in this letter are as of December 31, 2025

See page 64 for listing.

Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures.

Board oversight

Board skills and matrix

Stock ownership guidelines for NEDs

Proxy

Statement Summary

Industry update and company
performance

Global capital markets overcame volatility driven by tariffs and geopolitical events early in the year, before ultimately delivering growth and increased market breadth in 2025. Invesco’s broad diversification across investment capabilities, distribution channels and geographies enabled the company to take advantage of growth opportunities, and our diversified product lineup drove broad-based net long-term inflows, differentiating Invesco from many industry peers. We remain focused on our capital priorities, which include investing in our key growth capabilities, maintaining balance sheet strength, and returning capital to shareholders. Our highest priority is to always engage with our clients to meet their most pressing needs in this dynamic economic and industry climate, and we believe that our diversified platform of investment capabilities is positioned to drive profitable growth and capture market share.

2025 Financial

performance

1. Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures.

2025 Firm highlights¹

Business

• 2025 marked a year of significant milestones for Invesco. We focused on our clients, transformed key aspects of our business, unlocked value across the organization, and accelerated strategic priorities to position the firm for continued profitable growth in the evolving global asset management market.

• Organic growth was strong, with net long-term flows up 25% versus prior year. Net long-term flows were balanced across key distribution channels, with retail and institutional contributing $50.9 billion and $30.3 billion, respectively.

• Growth was well diversified by geography, with the EMEA, Asia Pacific, and Americas regions delivering net long-term inflows of $35.7 billion, $34.9 billion, and $10.6 billion, respectively, for the year.

• Modernization of the QQQ ETF – Our flagship QQQ fund converted to a modern ETF structure on December 20, 2025. Fund shareholders are now paying a lower fee, and we are earning revenue on more than $400 billion of AUM (as of 12/31/2025) thereby improving profitability for the firm.

• Balance sheet recapitalization – We are delivering on our commitment to deleverage and maintain a strong balance sheet. We repurchased $1.5 billion of Invesco’s outstanding Series A Preferred Stock, and, in doing so, have increased our balance sheet flexibility, ultimately freeing up earnings available to common shareholders. We also repaid in full the $500.0 million 3-year Term Loan Agreement entered into in the second quarter of 2025 and amended and restated the $2.0 billion floating rate Revolving Credit Agreement, increasing borrowing capacity to $2.5 billion and extending the expiration date to May 16, 2030.

• Private markets partnerships – We announced two strategic partnerships targeting both the U.S. wealth and defined contribution markets. In the second quarter we announced a partnership with Barings to launch two jointly managed credit strategies, with $650 million in capital committed by MassMutual. We brought our first co-managed product to the U.S. wealth management market in the fourth quarter. A second co-managed product is currently in development and expected to launch this year. In December, we also announced a strategic partnership with LGT Capital Partners, a leading private markets specialist to develop multi-alternative private market products initially targeting U.S. wealth and defined contribution channels. LGT Capital is also committing seed capital to support these new launches which will begin later this year.

• Sharpening focus on our strengths – In the fourth quarter, we completed the sale of intelliflo to Carlyle as well as the sale of a majority interest in Invesco Asset Management (India) Private Limited to Induslnd International Holdings Limited, establishing a local joint venture in India. Our ongoing minority ownership structure in this joint venture will allow us to participate in the growth of the market and utilize the strength of our local partner, while refocusing our resources accordingly.

Operating results

• Invesco’s net long-term flows performance continued to outperform most asset manager peers in 2025. The firm delivered a long-term organic growth rate of 6%, representing $81.2 billion in net long-term inflows. Sustained organic growth in key capability areas such as ETFs and Index, China JV, and Fundamental Fixed Income enabled this result. We ended the year with almost $2.2 trillion in assets under management, driven by market gains augmented by net long-term inflows.

• Net revenues¹ of $4,658 million were 6% higher than 2024, driven by market performance and strong organic growth. This increase was tempered by the continuation of an industry-wide client-driven mix shift toward products that have lower net revenue yields. Our ability to capture flows in our passive capabilities as well as our geographic breadth mitigated the decrease in revenue.

• These revenue dynamics and continued management focus on disciplined expense management drove a 14% increase in adjusted operating income,¹ a 230 basis point increase in adjusted operating margin,¹ and an 19% increase in adjusted diluted EPS,¹ while we continue to invest in areas of future growth and foundational technology projects that will benefit future scaling.

1. Represents or includes non-GAAP financial measures. See the information in Appendix A regarding non-GAAP financial measures.

FOR

Recommendation of the
Board of Directors

The Board of Directors
unanimously recommends a vote
“FOR” the election to the Board
of each of the director nominees

Voting roadmap

PROPOSAL 1:

Director highlights

YEARS

YEARS

Average director nominee tenure on the Board

Average director nominee age

Number of new independent directors in the last five years

Directors’ qualifications, skills and experience

7 of 11

Public company
executive

3 of 11

Accounting and
financial reporting

9 of 11

Executive strategy

and execution

4 of 11

Technology

6 of 11

Industry
experience

7 of 11

Marketing and client focus

10 of 11

International
experience

8 of 11

Regulatory - government and legal

Advisory vote to approve the company’s executive compensation

Our compensation program uses a company scorecard to measure our financial performance and our organizational health

FOR

Recommendation of the
Board of Directors

The Board of Directors

unanimously recommends a

vote “FOR” the approval of the

compensation of our named

executive officers

Invesco’s executive compensation program is designed to align executive compensation with the long-term interests of our shareholders. Our compensation program uses a company scorecard to measure our financial performance and our organizational health. Our compensation committee assesses the company’s quantitative performance through the company scorecard and qualitative individual achievements to determine each executive’s incentive compensation. Pay for 2025 is aligned with performance.

Andrew Schlossberg

President and Chief
Executive Officer

2025 CEO Compensation

Mr. Schlossberg is President and Chief Executive Officer. He develops, guides and oversees execution of Invesco’s long-term strategic priorities to deliver value for clients and shareholders over the long-term.

Mr. Schlossberg’s total compensation is aligned with the company’s performance. The compensation committee decided that Mr. Schlossberg’s total incentive compensation (annual cash award + time- based equity + performance-based equity) should be $17.7 million, which is 129% of his 2025 incentive target, resulting in total compensation of $18.5 million.

Further information regarding executive compensation begins on page 42 of this Proxy Statement.

FOR

Recommendation of the

Board of Directors

The Board of Directors unanimously

recommends a vote “FOR” the

appointment of PwC

PROPOSAL 3:

Appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026

The audit committee and the Board believe that the continued retention of PwC as our independent registered public accounting firm for the year ending December 31, 2026 is in the best interest of the company and our shareholders.

FOR

Recommendation of the

Board of Directors

The Board of Directors unanimously

recommends a vote “FOR” the

appointment of the Bye-Laws

PROPOSAL 4:

Amendment of company’s Fourth Amended and Restated Bye-Laws to allow shareholders to remove a director with or without cause

The company’s Fourth Amended and Restated Bye-Laws provide that a director may be removed only for cause. The Board has unanimously adopted and recommends that shareholders approve an amendment that would permit removal of directors with or without cause

FOR

Recommendation of the

Board of Directors

The Board of Directors unanimously
recommends a vote “FOR” the
election to the Board of each of the
director nominees

Vote required

This proposal requires the affirmative
vote of a majority of votes cast at the
Annual General Meeting

Board qualifications and criteria for selection

Average director

nominee tenure

on the Board

7 YEARS

Average director

nominee age

65 YEARS

Number of new

independent

directors in the last

four years

4

Director nominees composition

Director nominees tenure on the Board

Director nominees independence

Public company executive: Experience in the oversight of strategy, planning, management, operations, compensation and corporate governance.

Executive strategy and execution: Experience developing and executing a strategic direction for a company or business division of a company.

Industry experience: In-depth knowledge of the financial services industry or asset management.

International experience: Experience in global economies and trade and/or international business strategy and operations relevant to the company’s global business.

Accounting and financial reporting: Experience in the oversight of financial reporting and internal controls of financial and operating results.

Technology: Experience in the development and adoption of new technologies or the management of information security or cybersecurity risks of companies.

Marketing and client focus: Expertise in brand development, marketing and sales, including the development of products and services to enhance the client experience.

Regulatory - government and legal: Substantive experience in managing government, legal and/or regulatory affairs.

–

1

1

1

1

–

1

1

2

1

Sarah E. Beshar

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance (Chair)

Qualifications:

•  Industry experience

•  International experience

•  Regulatory - government and legal

Sarah E. Beshar             Age: 67    Tenure: 9 years 

Sarah Beshar has served as a non-executive director of our company since 2017 and has been an attorney with Davis Polk & Wardwell LLP for over 30 years. She joined the firm in 1986 and was named a partner in the corporate department in 1994. During more than three decades as a corporate lawyer, Ms. Beshar has advised Fortune 500 companies on an array of legal and governance issues. She also served in a number of management roles at the firm, including as the lead partner of one of the firm’s largest financial services clients from 2008 to 2015. She presently serves as Senior Counsel at the firm.

In 2018, Ms. Beshar was appointed a Director of the Board of the U.S. Asia Center, Australia’s preeminent foreign policy and trade think tank and in 2020, she was appointed a director of the American Australian Association, a privately funded organization dedicated to cooperation between the U.S. and Australia, and is currently Chair of the Audit Committee. Ms. Beshar is also a former member of the Board of the Atlantic Council. Ms. Beshar graduated from the University of Western Australia with a B.A. in Law and Jurisprudence in 1981 and graduated from Oxford University with a Bachelor of Civil Law degree from Magdalen College in 1984. She was awarded an Honorary Doctorate in Law from the University of Western Australia.

Director qualifications

Thomas M. Finke

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Marketing and client focus

•  Regulatory - government and legal

Thomas M. Finke               Age: 62     Tenure: 6 years

Mr. Finke has served as a non-executive director of our company since 2020. Mr. Finke served as Chairman and Chief Executive Officer of Barings from 2016 through 2020 when he retired. He joined Barings’ predecessor Babson Capital Management in 2002 when Babson acquired First Union Institutional Debt Management. Mr. Finke was appointed Chairman and CEO of Babson Capital in 2008, and also served as Executive Vice President and Chief Investment Officer of Massachusetts Mutual Life Insurance Company from 2008 until 2011. Mr. Finke is a director of the Atrium Foundation and Change Please USA and a Trustee of Davidson College. He also serves on the Board of Visitors of the Fuqua School of Business, Duke University and is a member of the Investment Committee of the Roman Catholic Diocese. Mr. Finke served as a director of the Barings Funds Trusts, Barings Global Short Duration Fund and Barings Business Development Corp. He earned an M.B.A. from Duke University’s Fuqua School of Business and a bachelor’s degree from the University of Virginia’s McIntire School of Commerce.

Director qualifications

Thomas P. Gibbons

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Accounting and financial reporting

•  Marketing and client focus

•  Regulatory - government and legal

Thomas P. Gibbons             Age: 69     Tenure: 3 years 

Thomas (“Todd”) P. Gibbons has served as a non-executive director since 2023. He served as Chief Executive Officer of BNY Mellon (“BNYM”) and as a management director of BNYM from 2019 to 2022. Prior to becoming Chief Executive Officer, he served as Vice Chairman and CEO of Clearing, Markets and Client Management from 2017 to 2019. Mr. Gibbons also served as BNYM’s Chief Financial Officer from 2008 through 2017. During his career at BNYM, Mr. Gibbons held leadership roles across risk, finance and client management, including serving as Chief Risk Officer for nearly a decade prior to 2008. Mr. Gibbons served as a director of PHH Corporation, a financial services company, from 2011 until 2017. Mr. Gibbons serves on the board of the Institute of International Finance, the board of trustees of Pace University and on the advisory board of Wake Forest University’s Business School. He received an M.B.A. from Pace University and a B.S. in Business Administration from Wake Forest University.

Director qualifications

William F. Glavin, Jr.

Non-executive director

Committees:

•  Audit

•  Compensation (Chair)

•  Nomination and Corporate Governance

Qualifications:

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Marketing and client focus

•  Regulatory - government and legal

William F. Glavin, Jr. has served as a non-executive director of our company since 2019 and is nominated pursuant to the MassMutual Shareholder Agreement described on pages 32-34. Mr. Glavin served as Vice Chairman of MM Asset Management Holding LLC from 2015 until his retirement in 2017. Previously, Mr. Glavin served as Chair of OppenheimerFunds Inc. (“OppenheimerFunds”), from 2009 to 2015, as Chief Executive Officer from 2009 to 2014, and as President from 2009 to 2013. Prior to joining OppenheimerFunds, Mr. Glavin held several senior executive positions at MassMutual Financial Group, including Co-Chief Operating Officer from 2007 to 2008 and Executive Vice President, U.S. Insurance Group from 2006 to 2008. He served as President and Chief Executive Officer of Babson Capital Management LLC (“Babson”), now known as Barings, LLC, a wholly owned indirect subsidiary of MassMutual, from 2005 to 2006, and Chief Operating Officer of Babson from 2003 to 2005. Prior to joining MassMutual, Mr. Glavin was President and Chief Operating Officer of Scudder Investments from 2000 to 2003. Mr. Glavin held senior positions at the Dreyfus Corporation, the Boston Company, State Street Bank and Trust Company, and Procter & Gamble. Mr. Glavin earned a B.A. from the College of the Holy Cross.

Director qualifications

Elizabeth S. Johnson

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Technology

•  Marketing and client focus

Elizabeth S. Johnson has served as a non-executive director of our company since 2023. Ms. Johnson retired as Chief Experience Officer and Vice Chair of Citizens Financial Group, Inc. (“Citizens Financial”) in 2025. She had held the role of Chief Experience Officer since 2020 and the role of Vice Chair since 2023. From 2015 to 2020, she served as the Chief Marketing Officer and Head of Virtual Channels of Citizens Financial. Prior to joining Citizens Financial, Ms. Johnson worked at Bain and Company, Inc. for 15 years. Ms. Johnson received a B.A. in Economics and Mathematical Methods in Social Sciences from Northwestern University and an M.B.A. from Stanford University Graduate School of Business.

Director qualifications

Andrew R. Schlossberg

President and Chief
Executive Officer

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  Industry experience

•  International experience

•  Marketing and client focus

•  Regulatory - government and legal

Andrew Schlossberg has served as President and Chief Executive Officer of the company and a member of the Board since 2023. Prior to being named CEO, Mr. Schlossberg was Senior Managing Director and Head of the Americas from 2019 to 2023, where he oversaw the region as well as the global exchange-traded funds business and other enterprise-wide functions. He previously served as Senior Managing Director and Head of Europe, Middle East and Africa from 2015 to 2019, where he was responsible for all aspects of the business in the region. Mr. Schlossberg joined Invesco in 2001. Mr. Schlossberg began his career as an equity research analyst with Citigroup Asset Management and its predecessors. Mr. Schlossberg currently serves as the Chair of the Board of Governors and the Executive Committee of the Investment Company Institute. He is also a member of the Business Roundtable and the US-China Business Council. Civically, Mr. Schlossberg is the Chair of the Board and a member of the Executive Committee of the Atlanta Committee for Progress; a member of the Executive Board and Board of the Metro Atlanta Chamber of Commerce; and serves on the Board of the Woodruff Arts Center. Mr. Schlossberg earned a B.S. in finance and international business from the University of Delaware and an M.B.A. from the Kellogg School of Management at Northwestern University.

Director qualifications

• Executive leadership, industry experience: Mr. Schlossberg has worked over 25 years in the asset management industry, including serving in leadership roles across numerous aspects of Invesco and in the United States, Europe and the Middle East.

1. Mr. Schlossberg has served on the Board since 2023 and has been with Invesco for 25 years.

Sir Nigel Sheinwald

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  International experience

•  Regulatory - government and legal

Sir Nigel Sheinwald has served as a non-executive director of our company since 2015. Sir Nigel was a senior British diplomat who served as British Ambassador to the United States from 2007 to 2012, before retiring from Her Majesty’s Diplomatic Service. Previously, he served as Foreign Policy and Defence Adviser to the Prime Minister from 2003 to 2007 and as British Ambassador and Permanent Representative to the European Union in Brussels from 2000 to 2003. Sir Nigel joined the Diplomatic Service in 1976 and served in Brussels, Washington, Moscow, and in a wide range of policy roles in London. From 2014 to 2015, Sir Nigel served as the Prime Minister’s Special Envoy on intelligence and law enforcement data sharing. He is a visiting professor at King’s College, London and serves on the Advisory Boards of BritishAmerican Business and the Centre for European Reform. Sir Nigel is an Honorary Bencher of the Middle Temple, one of London’s legal inns of court. He received his M.A. degree from Balliol College, University of Oxford, where he is now an Honorary Fellow.

Director qualifications

• Global and governmental experience, executive leadership: Sir Nigel brings unique global and governmental perspectives to the Board’s deliberations through his more than 35 years of service in Her Majesty’s Diplomatic Service. His extensive experience leading key international negotiations and policy initiatives, advising senior members of government and working closely with international businesses positions him well to counsel our Board and senior management on a wide range of issues facing Invesco. In particular, Sir Nigel’s experience in the British government is a valuable resource for advising the Board with respect to the challenges and opportunities relating to regulatory affairs and government relations.

• Public company board experience: Sir Nigel currently serves as a director of Oxford Instruments plc (sustainability committee (Chair), nomination, remuneration and audit and risk committees) and previously served on the Board of Directors of Royal Dutch Shell plc from 2012 to 2021.

Paula C. Tolliver

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  International experience

•  Technology

Paula C. Tolliver has served as a non-executive director of our company since 2021. She is the founder and principal of TechEdge, a consulting firm specializing in advising executive leadership on information technology strategies, a position she has held since 2020. Ms. Tolliver previously served as Corporate Vice President and Chief Information Officer at Intel Corporation, a technology company, from 2016 to 2019. Prior to joining Intel, Ms. Tolliver served as Corporate Vice President of Business Services and Chief Information Officer at The Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) from 2012 to 2016. Ms. Tolliver also led a services business for Dow Chemical, in addition to holding a variety of other roles in her 20 plus years with the company. Ms. Tolliver earned a bachelor’s degree in Business Information Systems from Ohio University.

Director qualifications

G. Richard Wagoner, Jr.

Chair of the Board

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  International experience

•  Accounting and financial reporting

•  Marketing and client focus

•  Regulatory - government and legal

G. Richard (“Rick”) Wagoner, Jr. has served as Chair of our company since 2019 and asa non-executive director of our company since 2013. Mr. Wagoner served as Chairman and Chief Executive Officer of General Motors Corporation (“GM”) from 2003 through 2009 and served as President and Chief Executive Officer from 2000 to 2009. Prior positions held at GM during his 32-year career with that company include President and Chief Operating Officer, Executive Vice President and President of North American Operations, Executive Vice President, Chief Financial Officer and Head of Worldwide Purchasing, and President and Managing Director of General Motors do Brasil. Mr. Wagoner is the non-executive chair of the Board of Directors of Excelitas Technologies, a privately-held company. In addition, he advises several financial firms, start-ups and early-stage ventures. Mr. Wagoner is a member of the Duke University’s Health System Board of Directors. He is a Trustee Emeritus of Duke University and served on the Virginia Commonwealth University Board of Visitors. In addition, he is an honorary member of the Business Leaders’ Advisory Council for the Mayor of Shanghai and the Catalyst Board of Directors. Mr. Wagoner received his B.A. from Duke University and his M.B.A. from Harvard University.

Director qualifications

Christopher C. Womack

Non-executive director

Committees:

•  Audit

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  Technology

•  Marketing and client focus

•  Regulatory - government and legal

Christopher C. Womack has served as a non-executive director of our company since 2021 and is the Chairman, President and CEO of Southern Company. Prior to being named to his current role in 2023, he served as the Chairman, President and CEO of Georgia Power Company, a subsidiary of Southern Company, from 2021 to 2023 and served as Executive Vice President and President of External Affairs for Southern Company, where he led overall external positioning and branding efforts prior to 2021. Mr. Womack joined Southern Company in 1988 and has held several leadership positions within Southern Company and its subsidiaries. He has served as Executive Vice President of External Affairs at Georgia Power Company and Senior Vice President and Senior Production Officer of Southern Company Generation, where he was responsible for coal, gas, and hydro generation for Georgia Power Company and Savannah Electric. He also served as Senior Vice President of Human Resources and Chief People Officer at Southern Company, as well as Senior Vice President of Public Relations and Corporate Services at Alabama Power Company. Prior to joining Southern Company, Mr. Womack worked for the U.S. House of Representatives for then-Congressman Leon E. Panetta. He holds a bachelor’s degree from Western Michigan University and a master’s degree from The American University.

Director qualifications

Phoebe A. Wood

Non-executive director

Committees:

•  Audit (Chair)

•  Compensation

•  Nomination and Corporate Governance

Qualifications:

•  Public company executive

•  Executive strategy and execution

•  International experience

•  Accounting and financial reporting

•  Technology

Phoebe Wood has served as a non-executive director of our company since 2010. She is currently a principal at CompaniesWood where she advises and invests in start-up companies and early-stage ventures. Ms. Wood also has served as Chief Executive Officer of KirtleyWood LLC, a board advisory firm, since 2025. She served as Vice Chairman, Chief Financial Officer and in other capacities at Brown-Forman Corporation from 2001 until her retirement in 2008. Prior to Brown-Forman, Ms. Wood was Vice President, Chief Financial Officer and a director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at Atlantic Richfield Company (ARCO) from 1976 to 2000. Ms. Wood currently serves as Chair of the Board of Trustees for the American Printing House for the Blind and is Chair of the Board of Directors The Gheens Foundation. She is a Trustee Emerita of Smith College and served on the Board of Trustees of the University of Louisville and Pitzer College. Ms. Wood is a member of the North American Advisory Council of Chatham House, a British think tank, and Treasurer of the Chatham House Foundation. She received her A.B. degree from Smith College and her M.B.A. from the University of California Los Angeles.

Director qualifications

In accordance with the rules of the NYSE, the Board has affirmatively determined that it is currently composed of a majority of independent directors, and that the following directors are independent and do not have a material relationship with the company: Sarah E. Beshar, Thomas M. Finke, Thomas P. Gibbons, William F. Glavin, Jr., Elizabeth S. Johnson, Sir Nigel Sheinwald, Paula C. Tolliver, G. Richard Wagoner, Jr., Christopher C. Womack and Phoebe A. Wood.

For a director to be considered independent, the Board must affirmatively determine that the director does not have any material relationship with the company either directly or as a partner, shareholder or officer of an organization that has a relationship with the company. Such determinations are made and disclosed according to applicable rules established by the NYSE or other applicable rules.

As part of its independence determinations, the Board considers any direct or indirect relationship between a director (or an immediate family member of such director) and the company or any third party involved with the company.

During the calendar year ended December 31, 2025, the Board held 11 meetings (not including committee meetings).

Each director attended at least seventy-five percent (75%) of the aggregate of the total number of meetings held by the Board and all committees of the Board on which he or she served during 2025.

All of our directors attended the 2025 Annual General Meeting. The Board does not have a formal policy regarding Board member attendance at shareholder meetings.

The non-executive directors (those directors who are not officers or employees of the company and who are classified as independent directors under applicable NYSE standards) meet in executive session each quarter at a minimum.

G. Richard Wagoner, Jr., our Chair and independent non-executive director, presides at the executive sessions of the non-executive directors.

The current committees of the Board are the audit committee, the compensation committee and the nomination and corporate governance committee.

The Board has affirmatively determined that each committee consists entirely of independent directors according to applicable NYSE rules and rules promulgated under the Exchange Act, including the heightened independence standards for compensation committee and audit committee members.

Members:

Sarah E. Beshar

Thomas M. Finke

Thomas P. Gibbons

William F. Glavin, Jr.

Elizabeth S. Johnson

Sir Nigel Sheinwald

Paula C. Tolliver

G. Richard Wagoner, Jr.

Christopher C. Womack

Phoebe A. Wood (Chair)

Independence:

Each member of

the committee is

independent

and financially literate

Audit Committee

Financial Experts:

Ms. Wood, Mr. Gibbons

and Mr. Wagoner

qualify as defined

by SEC rules

Meetings held in 2025:

10

The Audit Committee

Under its charter, the committee:

The committee’s charter sets forth its responsibilities, including assisting the Board in fulfilling its responsibility to oversee:

The committee’s charter is available on the Company Website. The information on the Company Website is not intended to form a part of, and is not incorporated by reference into, this Proxy Statement.

Members:

Sarah E. Beshar

Thomas M. Finke

Thomas P. Gibbons

William F. Glavin, Jr.

(Chair)

Elizabeth S. Johnson

Sir Nigel Sheinwald

Paula C. Tolliver

G. Richard Wagoner, Jr.

Christopher C. Womack

Phoebe A. Wood

Independence:

Each member of

the committee is

independent

The Compensation Committee

Under its charter, the committee:

The committee’s charter sets forth its responsibilities, including:

Meetings held in 2025:

7

Members:

Sarah E. Beshar (Chair)

Thomas M. Finke

Thomas P. Gibbons

William F. Glavin, Jr.

Elizabeth S. Johnson

Sir Nigel Sheinwald

Paula C. Tolliver

G. Richard Wagoner, Jr.

Christopher C. Womack

Phoebe A. Wood

The committee’s charter sets forth its responsibilities, including:

The committee’s charter is available on the Company Website. The information on the Company Website is not intended to form a part of, and is not incorporated by reference into, this Proxy Statement. For more information regarding the director recruitment process, see Corporate Governance - Director recruitment.

Independence:

Each member of

the committee is

independent

Meetings held in 2025:

4

that compensation should fairly pay the non-executive directors for the work, time commitment and efforts required by directors of an organization of the company’s size and scope of business activities, including service on Board committees;

that a component of the compensation should be designed to align the non-executive directors’ interests with the long-term interests of the company’s shareholders; and

that non-executive directors’ independence may be compromised or impaired if director compensation exceeds customary levels.

Basic cash fee

Chair fee

Audit Committee

Chair fee

Basic shares fee

Fees earned or  

paid in cash ($)¹   

Sarah E. Beshar

Thomas M. Finke

Thomas P. Gibbons

William F. Glavin, Jr.

Elizabeth S. Johnson

Sir Nigel Sheinwald

Paula C. Tolliver

G. Richard Wagoner, Jr.

Christopher C. Womack

Phoebe A. Wood

Includes the annual basic cash fee and, as applicable, Chair of the Board fee and committee Chair fees.

Represents the grant date fair value of the equity awards calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (“ASC 718”) by multiplying the number of shares granted by the closing price of the company’s common shares on the date of grant. Dividends and dividend equivalents on unvested equity awards are paid at the same time and rate as on our common shares. For all amounts shown, reflects the annual grant of an equity award in the amount of 12,728 shares of common stock. As of December 31, 2025, for each of the non-executive directors, all equity awards granted during 2025 were outstanding.

Beshar

Finke

Gibbons

Glavin

Johnson

Represents common shares beneficially owned.

Candidates meet with the committee members, the Board Chair, the other directors and the CEO who assess candidates based on several factors, including whether the candidate has experience that will assist the company in seeking to meet its long-term strategic objectives and will bring diversity of thought and the desired qualifications to our Board. The Board has adopted a Board-level diversity policy that recognizes that it benefits from the contribution of different perspectives, experiences and characteristics which promote strong corporate governance and contribute to a more effective decision-making process.

Due diligence is conducted, including soliciting feedback on potential candidates from persons outside the company. Qualified candidates are presented to the Board of Directors.

Two new independent directors were added in 2023 that contribute the following experience and traits to our Board:

be an individual of the highest integrity and have an inquiring mind, a willingness to ask hard questions and the ability to work well with others;

be free of any conflict of interest that would violate any applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

be willing and able to devote sufficient time to the affairs of the company and be diligent in fulfilling the responsibilities of a director; and

have the capacity and desire to represent the best interests of the shareholders as a whole.

The Board either engages an independent external advisor to coordinate the Board’s self-assessment by its members or has the Chair of the nomination and corporate governance committee manage the process. Each director reviewed a questionnaire and then participated in one-on-one confidential interviews.

The advisor or Chair of the nomination and corporate governance committee, as applicable, prepares and presents an in-person report to the Board, which discusses the findings of the advisor based upon his or her review.

The Board then discusses the evaluation to determine what action, if any, could further enhance the operations of the Board and its committees.

Provide transparency into our business, governance practices and compensation programs

Determine which issues are important to our shareholders and share our views on those issues

Identify emerging trends or issues that may impact our business and influence our practices

Investor relations and senior management

We provide institutional investors with many opportunities to provide feedback to senior management by participating in conferences, one-on-one and group meetings throughout the year. We also routinely interact and communicate with shareholders through quarterly earnings presentations, SEC filings (including our annual report on Form 10-K), the Proxy Statement and the annual meeting of shareholders.

Shareholders

As investment professionals, we understand the value of engaging with companies and seek to maintain an active and open dialogue with our shareholders. We integrate aspects of the feedback we receive from our shareholders and share this feedback with our directors as we seek to enhance our corporate governance and executive compensation practices.

In addition to our year-round shareholder engagement, for many years we have also conducted a targeted shareholder and proxy advisory outreach in the Fall of each year. In 2025, we reached out to or engaged with our top shareholders, representing approximately 72%¹ of our outstanding common stock. That percentage includes our significant shareholder, MassMutual, which holds approximately 18% of our common stock and engaged directly with management in 2025 with a representative on the company’s Board of Directors. Two of our shareholders, representing approximately 7%¹ of our outstanding common stock, requested and held meetings with our investor relations, corporate governance, executive compensation and investment stewardship teams. Our directors have also engaged directly with shareholders in prior years. See Shareholder and proxy advisory outreach and feedback for more information on this outreach and related findings.

AUDIT COMMITTEE

Oversees the integrity of the company’s financial statements and other financial disclosures, the effectiveness of the company’s internal controls, the internal audit function, the independent auditors, and compliance with legal and regulatory requirements and approves related party transactions

COMPENSATION

COMMITTEE

Reviews and discusses management’s assessment of the company’s compensation policies and programs to ensure they do not encourage excessive risk-taking

NOMINATION

AND CORPORATE GOVERNANCE

COMMITTEE

Reviews and discusses the company’s corporate governance practices to ensure they do not present excessive risks to the company and manages Board and committee succession and related risks

Proactive assessments of technical infrastructure and security resilience are performed on a regular basis which include penetration testing, offensive testing and maturity assessments.

Conducting due diligence on third-party service providers regarding cybersecurity risks prior to on-boarding, periodic assessment of cybersecurity risks for third-party service providers and continuous monitoring for new third-party cybersecurity incidents.

An incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a cybersecurity incident at Invesco or a third-party.

Mandatory annual employee security awareness training, which focuses on cyber threats and security in general.

Regular cyber phishing tests throughout the year to measure and raise employee awareness against cyber phishing threats.

Invesco’s long-term success depends on our ability to attract, develop and retain talent. Invesco invests significantly in talent development to support our employees in developing their full potential

Human capital management

Creating an environment where talented people thrive. Invesco’s long-term success depends on our ability to attract, retain, develop, and engage top talent. Invesco invests significantly in talent development, employee benefit programs, technology and other resources that support our employees in developing their full potential.

Our company provides equal opportunity in its employment and promotion practices and encourages employees to play active roles in the growth and development of the communities in which they live and work. Invesco conducts regular surveys to measure employee engagement and organizational health. Employees consistently report high scores regarding the company’s ethics and values, feedback from managers and stakeholders, and a shared vision for the company’s strategy and direction.

Focusing on our workforce. Employees are provided with a variety of elements to enable them to stay healthy, maintain a work-life balance and plan for retirement. These rewards include:

•  Comprehensive health and wellness programs

•  Retirement savings plans

•  Life insurance and income-protection benefits

•  Holiday and time-off benefits

•  Flexibility to help balance work and family responsibilities

•  Opportunities to develop professional skills and knowledge

•  Opportunities to contribute to their communities

•  Opportunities to become an Invesco shareholder through our employee stock purchase plan

Developing our people. We are committed to supporting the growth and development of all employees across our firm. Our efforts center on creating a workplace that enables talented individuals to thrive by fostering growth, development, and the conditions that support high performance. Through our Leadership Framework, we equip our leaders to inspire, develop, and enable their teams — creating an environment where people can excel and build meaningful careers. We offer a range of development resources and programs designed to meet diverse needs across the globe. These include mentoring initiatives, Respect in the Workplace training, adherence to equal employment opportunity principles, leadership development programs for all levels, and an Early Careers Program focused on foundational training and networking opportunities. Collectively, these efforts reinforce our commitment to developing our people and sustaining a strong, high performing workforce.

Our approach to Diversity and Inclusion. At Invesco, we believe that an employee community that is diverse and inclusive, engaged in community involvement and invested in employee well-being will drive positive outcomes for our clients and shareholders. We strive to strengthen and sustain a culture of diversity and inclusion, creating an environment where all employees feel like they belong. Embracing a wide range of backgrounds, experiences, and viewpoints helps us to innovate and connect more deeply with our clients and deliver exceptional service.

Building community through Business Resource Groups. Invesco supports a variety of Business Resource Groups (BRGs)—grassroots employee networks that provide community, networking and mentorship and other opportunities. Our BRGs build partnerships and networks internally and help drive a sense of belonging across the company. We invest in our BRGs with senior leadership support and funding, which enables them to provide personal and professional enrichment opportunities for employees through external and internal events and initiatives. Each of our BRGs welcomes and encourages participation by all employees.

Andrew R. Schlossberg

President and Chief Executive Officer

L. Allison Dukes

Senior Managing Director and Chief Financial Officer

Stephanie C. Butcher

Senior Managing Director and Co-Head of Investments

Shannon Johnston

Senior Managing Director, Chief Information and Operations Officer

Douglas J. Sharp

Senior Managing Director and Head of the Americas and EMEA

Tony L. Wong

Senior Managing Director, Co-Head of Investments

any acquisition the purpose or result of which would be that MassMutual and its controlled affiliates beneficially own (i) Invesco capital stock in excess of the ownership cap or (ii) any equity securities of any subsidiary of Invesco;

any form of business combination or similar or other extraordinary transaction involving Invesco or any subsidiary of Invesco;

any form of restructuring, recapitalization or similar transaction with respect to Invesco or any subsidiary of Invesco;

agreeing with any third party with respect to the voting of any shares of Invesco capital stock or the capital stock of any subsidiary of Invesco, or otherwise entering into any voting trust or voting agreement with any third party;

selling any share of Invesco capital stock in a tender or exchange offer that either (i) is unanimously opposed by the Invesco Board or (ii) arises out of a breach by MassMutual of its obligations under the MassMutual Shareholder Agreement to not engage in certain prohibited actions; and

any proposal to seek representation on the Invesco Board or any proposal to control or influence management, the Invesco Board, Invesco or its subsidiaries (except as expressly permitted by the MassMutual Shareholder Agreement and the certificate of designation for the Series A preferred shares); and calling any special meeting of shareholders of Invesco or engaging in any written consent of shareholders regarding any of the foregoing.

change its capital structure in a manner that would be reasonably likely to result in certain corporate credit rating downgrades;

amend its Memorandum of Association or Bye-Laws such that the rights of MassMutual would be adversely affected compared to those of the holders of Invesco capital stock generally;

adopt a shareholder rights plan;

make (or permit any of its material subsidiaries to make) any voluntary bankruptcy or similar filing or declaration;

subject to certain exceptions, engage in any acquisition, exchange or purchase of equity interests or other similar transaction that involves the issuance of more than 10% of the total voting power of Invesco capital stock;

make any changes in accounting principles that are disproportionately adverse to MassMutual and its affiliates compared to other holders of Invesco capital stock, except to the extent required by changes in GAAP or applicable law;

materially alter Invesco’s principal line of business; or

adopt any director qualifications to be imposed upon the MassMutual designee, other than those required by the Bye-Laws as of October 17, 2018 or those generally applicable to all directors.

Massachusetts Mutual Life Insurance Company

1295 State Street, Springfield, MA 01111

The Vanguard Group

100 Vanguard Boulevard, Malvern, PA 19355

BlackRock, Inc.

50 Hudson Yards, New York, NY 10001

Except as described otherwise in the footnotes to this table, each beneficial owner in the table has sole voting and investment power with regard to the shares beneficially owned by such owner.

Based on information known to us and a Schedule 13D/A filed with the SEC on June 15, 2022, by Massachusetts Mutual Life Insurance Company, on behalf of itself and certain of its affiliates (collectively “MassMutual”). MassMutual has sole voting power with respect to 81,354,032 common shares of Invesco and sole dispositive power with respect to 81,405,947 common shares of Invesco.

On February 13, 2024, The Vanguard Group, on behalf of itself and certain of its affiliates (collectively, “Vanguard”) filed a Schedule 13G/A with the SEC indicating that Vanguard had shared voting power with respect to 435,919 common shares, sole dispositive power with respect to 49,974,087 common shares and shared dispositive power with respect to 1,480,780 common shares, of Invesco.

On April 23, 2025, BlackRock, Inc., on behalf of itself and certain of its affiliates (collectively, “BlackRock”) filed a Schedule 13G/A with the SEC indicating that BlackRock had sole voting power with respect to 35,102,265 common shares of Invesco and sole dispositive power with respect to 36,357,279 common shares of Invesco.

For Mr. Wagoner, includes 15,000 shares held in trust via a defined benefit account. Mr. Wagoner has sole voting and investment power with respect to these shares.

Stephanie C. Butcher

Senior Managing Director
and Co-Head of Investments

Stephanie Butcher has served as Senior Managing Director and Co-Head of Investments since 2023. Alongside Tony Wong, in this role she is responsible for leveraging our global investment platform, overseeing investment performance and quality across our six global investment teams as well as ensuring connectivity between the Investments organization and Commercial and Enablement functions. Previously, she served as Chief Investment Officer in Invesco’s EMEA business overseeing the Henley Investment Centre, encompassing equities, fixed income and multi-asset capabilities from 2020 to 2023. Ms. Butcher began her investment career at Lazard Asset Management before joining Aberdeen Asset Management in 1997. She joined Invesco in Henley in 2003 where she specialized in European equity income investing and was responsible for a number of European equity portfolios. Ms. Butcher holds an M.A. (Cantab) and a B.A. in history from Cambridge University.

L. Allison Dukes

Senior Managing Director
and Chief Financial Officer

Allison Dukes has served as Senior Managing Director and Chief Financial Officer of our company since 2020. In this role, she leads all global corporate finance functions, including strategic and financial planning, investor relations, corporate development, accounting, corporate tax, treasury, procurement, corporate services and global public policy. Prior to joining Invesco, Ms. Dukes served as Chief Financial Officer of SunTrust Banks (now Truist Financial Corporation) from 2018 to 2019. Prior to becoming Chief Financial Officer, Ms. Dukes served in a series of leadership roles throughout her 20 years of service with SunTrust, including Head of Commercial & Business Banking, President and Chief Executive Officer of the Atlanta Division of SunTrust, Co-Head of Private Wealth Management, and Head of Syndicated Finance Originations for SunTrust Robinson Humphrey. Ms. Dukes also currently serves as a director of Haverty Furniture Companies, Inc. (nominating, compensation and governance committee (chair)). Ms. Dukes currently serves on the Board of Trustees of Children’s Healthcare of Atlanta (finance committee (chair)) and Emory University, as well as the Board of Junior Achievement of Georgia where she previously served as chair. She earned a B.S. degree in mathematics from Vanderbilt University and a Master of Business Administration from the Goizueta Business School at Emory University.

Shannon Johnston

Senior Managing Director
Chief Information and
Operations Officer

Shannon Johnston has served as Senior Managing Director and Chief Information and Operations Officer since 2024. In this role, her responsibilities include overseeing Technology, Investment and Distribution Services, Global Security, Enterprise Data and Analytics Office and North America Transfer Agency. Prior to joining Invesco, Ms. Johnston served as Senior Executive Vice President and Chief Information Officer of Global Payments Inc. Her responsibilities included technology and digital business strategies, worldwide technology infrastructure and operations management, software engineering delivery, information security, program and portfolio management, analytics and artificial intelligence, and global platform integration. Ms. Johnston served in various senior leadership positions during her tenure at Global Payments Inc. from 2016 to 2024. Ms. Johnston has served as the technology chair on the supervisory board of Deutsche-Boerse, a position she has resigned effective May 13, 2026. She is also an executive ambassador for TechBridge, a non-profit harnessing the power of data, tech, collaboration and community to change the world. Ms. Johnston holds a bachelor’s degree from Georgia Southern University.

Jeffrey H. Kupor

Senior Managing Director
and General Counsel

Jeffrey Kupor has served as Senior Managing Director and General Counsel since 2023. Mr. Kupor joined Invesco in 2002 and has held a number of legal roles, including most recently Head of Legal, Americas from 2018 to 2022, in which role he was responsible for legal support for Invesco’s Americas business. Prior to joining the firm, he practiced law at Fulbright & Jaworski LLP (now known as Norton Rose Fulbright), specializing in complex commercial and securities litigation. He also served as the general counsel of a publicly traded communication services company. Mr. Kupor currently serves on the Board of ICI Mutual Insurance Company, the U.S. investment management industry captive insurer, the Boards of Trustees of the closed-end fund, open-end fund and interval fund investment companies in the Invesco funds complex and the Board of Directors of 21st Century Leaders, Inc., a non-profit organization. He earned a B.S. degree in economics from the Wharton School at the University of Pennsylvania and a J.D. from the Boalt Hall School of Law (now known as Berkeley Law) at the University of California at Berkeley.

Andrew T.S. Lo

Senior Managing Director
and Head of Asia Pacific

Andrew T. S. Lo has served as Senior Managing Director and Head of Asia Pacific since 2001 and is responsible for Invesco businesses in the Asia Pacific region, which includes Greater China, Japan, Australia and India. He joined our company as Managing Director for Invesco Asia in 1994. Mr. Lo began his career as a credit analyst at Chase Manhattan Bank in 1984. He became Vice President of the investment management group at Citicorp in 1988 and was managing director of Capital House Asia from 1990 to 1994. Mr. Lo was Chair of the Hong Kong Investment Funds Association from 1996 to 1997 and a member of the Council to the Stock Exchange of Hong Kong and the Advisory Committee to the Securities and Futures Commission in Hong Kong from 1997 to 2001. He earned a B.S. and an M.B.A. from Babson College in Wellesley, Massachusetts.

Douglas J. Sharp

Senior Managing Director
and Head of the Americas
and EMEA

Douglas Sharp has served as Senior Managing Director and Head of the Americas and EMEA since 2023. Previously, he served as Senior Managing Director and head of EMEA from 2019 to 2023. Mr. Sharp joined Invesco in 2008 and has served in multiple leadership roles across the company, including his previous role as the Head of EMEA Retail. Prior to that, he ran Invesco’s cross-border retail business and served as head of strategy and business planning and as chief administrative officer for Invesco’s U.S. institutional business. Before joining Invesco he was with the strategy consulting firm McKinsey & Company, where he served clients in the financial services, energy and logistics sectors. Mr. Sharp is active within the U.K. financial services industry and is a member of the Investment Association Advisory Board, TheCityUK Advisory Council, the Investment Company Institute global steering committee and The Diversity Project. He earned an M.B.A. from the Tuck School of Business at Dartmouth College, a master’s degree in accounting from Georgia State University and a B.A. in economics from McGill University.

Alan L. Smith

Senior Managing Director
and Chief Human Resources
Officer

Alan Smith has served as Senior Managing Director and Chief Human Resources Officer since 2024. In this role, Mr. Smith leads Invesco’s talent strategy efforts to attract, retain and engage colleagues. Before joining Invesco, Mr. Smith served as the Chief Human Resources Officer for Corebridge Financial, a subsidiary of AIG, from 2020 to 2024. In that role, he was responsible for planning, developing, and implementing people strategy and programs, including diversity and inclusion, compensation, and incentive plans, recruiting and retention, performance management, professional development and employee relations. Before joining AIG in 2020, Mr. Smith held HR leadership positions with Whittle Management, Inc., a global start-up company focused on transforming K-12 education, and TE Connectivity, a global electronics company. He serves as the Chair of the board of Cornerstone Family Programs and is a member of the Morris School District Board of Education. Mr. Smith earned an Executive M.B.A. from Columbia University and a B.A. in government from Wesleyan University.

Tony L. Wong

Senior Managing Director
and Co-Head of Investments

Tony Wong has served as Senior Managing Director and Co-Head of Investments since 2023. Alongside Stephanie Butcher, in this role he is responsible for leveraging our global investment platform, overseeing investment performance and quality across our six global investment teams as well as ensuring connectivity between the Investments organizations. Previously, he served as the Head of Fixed Income Investments from 2019 to 2023 where he was responsible for the investment process, performance management, strategic direction and enterprise oversight of Invesco Fixed Income’s global organization. Mr. Wong joined Invesco in 1996 and has served in various increasingly senior investment roles within the fixed income organization. At a corporate level, he provides oversight and risk management support for various enterprise level activities. He is a member of our Enterprise Risk Management Committee, Liquidity Risk Management Committee and Co-head of the Global Investor Forum. Outside of Invesco, Mr. Wong currently serves on the Board of Trustees of Children’s Healthcare of Atlanta and is a member of the Executive Board for the Cox School of Business at Southern Methodist University. Mr. Wong earned a B.A. degree in history and a B.B.A. from Southern Methodist University and an M.B.A. from the University of St. Thomas in Houston, Texas.

General

Recommendation of the
Board of Directors

The Board of Directors unanimously recommends a vote “FOR” the approval of the compensation of
our named executive officers, as disclosed in this Proxy Statement, pursuant to the compensation disclosure rules of the SEC

Vote required

This proposal requires the affirmative vote of a majority of votes cast at the Annual General Meeting

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd Frank Act”) enables our shareholders to vote to approve, on an advisory (nonbinding) basis, the compensation of our named executive officers, as disclosed in this Proxy Statement, in accordance with the SEC’s rules. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officer compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement.

We are asking our shareholders to vote “FOR” the following resolution at the Annual General Meeting:

“RESOLVED, that the company’s shareholders approve, on an advisory (nonbinding) basis, the compensation of the named executive officers, as disclosed in the company’s Proxy Statement for the 2026 Annual General Meeting of Shareholders, pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.”

We urge shareholders to review the information included in this Proxy Statement in Executive compensation. To the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, we will consider our shareholders’ concerns and the compensation committee will evaluate whether any actions are necessary to address those concerns. Under the Board’s current policy, shareholders are given an opportunity to cast an advisory vote on this topic annually.